Form LP-5 "Application for Registration Foreign Limited Partnership (Lp)" - California

What Is Form LP-5?

This is a legal form that was released by the California Secretary of State - a government authority operating within California. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on December 1, 2020;
  • The latest edition provided by the California Secretary of State;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form LP-5 by clicking the link below or browse more documents and templates provided by the California Secretary of State.

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Download Form LP-5 "Application for Registration Foreign Limited Partnership (Lp)" - California

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This form can be submitted electronically through eForms Online:
1. Complete and print the fillable PDF form.
2. Sign the form (i.e. wet signature;
electronic
and
digital
signatures are not acceptable).
3. Scan and save the signed document to your personal computer, tablet or phone:
PDF file format only;
10 MB file size maximum;
PDF must be unlocked and not password protected.
4. Upload your completed and signed PDF form and submit electronically through
eForms
Online.
Your submission will be reviewed for legal compliance and you will receive an email with an approval or a
notice to correct your submission.
If you prefer submitting this form via mail or in person, fill out the
Submission Cover Sheet
and attach it to
your filing. Note: In person submissions require an additional $15 handling fee.
eForms Instructions BE (EST 11/2020)
2020 California Secretary of State
bizfile.sos.ca.gov
This form can be submitted electronically through eForms Online:
1. Complete and print the fillable PDF form.
2. Sign the form (i.e. wet signature;
electronic
and
digital
signatures are not acceptable).
3. Scan and save the signed document to your personal computer, tablet or phone:
PDF file format only;
10 MB file size maximum;
PDF must be unlocked and not password protected.
4. Upload your completed and signed PDF form and submit electronically through
eForms
Online.
Your submission will be reviewed for legal compliance and you will receive an email with an approval or a
notice to correct your submission.
If you prefer submitting this form via mail or in person, fill out the
Submission Cover Sheet
and attach it to
your filing. Note: In person submissions require an additional $15 handling fee.
eForms Instructions BE (EST 11/2020)
2020 California Secretary of State
bizfile.sos.ca.gov
Instructions for Completing the
Application for Registration of a Foreign Limited Partnership (Form LP-5)
To qualify a limited partnership (LP) from another state, country, or other place of origin (foreign LP) to transact intrastate
business in California, you must file an Application for Registration of a Foreign Limited Partnership (Form LP-5) with the
California Secretary of State.
Form LP-5 is required along with a current (within 6 months) Certificate of Good Standing (or other record of similar
meaning) issued by the agency where the foreign LP is formed. The Certificate must certify that the foreign LP is in
existence, in active status, or in good standing.
Before submitting the completed form, you should consult with a private attorney for advice about your specific
business needs and whether additional provisions for the foreign LP are needed.
Fees:
Filing Fee: The fee for filing an Application for Registration of a Foreign Limited Partnership (Form LP-5) is $70.00.
Faster Service Fee:
Counter and guaranteed expedite services are available only for documents submitted in person (drop off) to our
-
Sacramento office.
Counter Drop Off: A separate, non-refundable $15.00 counter drop off fee is required if you submit in person
-
your completed document at our Sacramento office. The $15.00 counter drop off fee provides priority service
over documents submitted by mail. The drop off fee does not apply to mail submissions. The special handling fee
is not refundable whether the document is filed or rejected.
Guaranteed Expedite Drop Off:
For more urgent submissions, documents can be processed within a
-
guaranteed timeframe for a non-refundable fee in lieu of the counter drop off fee. For detailed information about
this
faster
processing
service
through
our
Preclearance
and
Expedited
Filing
Services,
go
to
www.sos.ca.gov/business/be/service-options.
Copies: Upon filing, we will return one (1) plain copy of your filed document for free, and will certify the copy upon request
and payment of a $5 certification fee. To obtain additional copies or certified copies of the filed document, include payment
for copy fees and certification fees at the time the document is submitted. Additional copy fees are $1.00 for the first page
and $0.50 for each additional page. For certified copies, there is an additional $5.00 certification fee, per document.
Payment Type: Check(s) or money orders should be made payable to the Secretary of State. Do not send cash by mail.
If submitting the document in person in our Sacramento office, payment also may be made by credit card (Visa or
Mastercard®).
Processing Dates: For current processing dates, go to
www.sos.ca.gov/business/be/processing-dates.
Type or legibly print in black or blue ink. Complete the Application for Registration of a Foreign Limited Partnership
(Form LP-5) as follows:
Item
Instruction
Tips
• Enter the name currently used in the state, foreign country or
1a.
Enter the name of the foreign LP
exactly as it is shown on the
other place where the foreign LP is formed.
Certificate of Good Standing (or other
• The name in Item 1a must match exactly (including
record of similar meaning) from the
punctuation) the name listed in the Certificate of Good
foreign jurisdiction.
Standing (or other record of similar meaning) that is required to
accompany your completed Form LP-5.
• There are legal limitations on what name can be used for the
foreign LP. For LP name requirements and restrictions or for
information on reserving a foreign LP name prior to submitting
www.sos.ca.gov/business/be/name-
Form LP-5, go to
reservations.
• A name reservation is not required to submit Form LP-5.
2020 California Secretary of State
LP-5 Instructions (REV 12/2020)
bizfile.sos.ca.gov
• California Corporations Code section
15901.08.
requires:
1b.
If the name of the foreign LP does not
end with “LP”, “L.P.” or “Limited
The LP name must end with: LP, L.P., or Limited
-
Partnership”, the foreign LP must
Partnership.
adopt, for the purposes of transacting
The LP name may not include: bank, insurance, trust,
-
business in California, an alternate
trustee, incorporated, inc., corporation, or corp.
name that complies with Section
15901.08
The name cannot be likely to mislead the public and
exactly as it is to appear on
-
must be distinguishable in the records from other LPs of
the records of the California Secretary
record or reserved with the California Secretary of State.
of State.
• There are legal limitations on what name can be used for the
LP. For LP name requirements and restrictions or for
Note: If an Alternate Name is required,
information on reserving an LP name prior to submitting Form
enter the foreign LP name as used in
LP-5, go to www.sos.ca.gov/business/be/name-reservations.
the foreign jurisdiction in Item 1a and
• A name reservation is not required to submit Form LP-5.
the Alternate Name (the name to be
used in California) in Item 1b.
• A preliminary search of LP names already of record can be
made online through our Business Search at
BusinessSearch.sos.ca.gov. Please note: The Business
Search is not intended to serve as a formal name.
2a.
Enter the date your foreign LP was
The date must match the formation date listed in the attached
formed using the following format:
Certificate of Good Standing (or other record of similar meaning).
MM/DD/YYYY.
2b.
Enter the state, foreign country or other
The jurisdiction must match the jurisdiction listed in the attached
place of origin where the foreign LP is
Certificate of Good Standing (or other record of similar meaning).
formed.
• The complete street address is required, including the street
3a.
Enter the complete street address, city,
state and zip code of the foreign LP’s
name and number, city, state and zip code.
Principal Office address.
• Address must be a physical address.
• Do not enter a P.O. Box or abbreviate the name of the city.
3b.
• This address will be used for mailing purposes and may be a
If different from the address in Item 3a,
enter the mailing address of the foreign
P.O. Box address.
LP’s Principal Executive Office.
• Do not abbreviate the name of the city.
• The complete address is required, including the street name
3c.
Enter the complete address, city, state
and zip code of the foreign LP’s required
and number, city and zip code.
office in jurisdiction of formation, if any.
• Address must be a street address in the foreign jurisdiction.
• Do not enter a P.O. Box.
4.
• An Agent for Service of Process is responsible for accepting
The foreign LP must have an Agent
for Service of Process.
legal documents (e.g. service of process, lawsuits, other types
of legal notices, etc.) on behalf of the foreign LP.
There are two types of Agents that can
• You must provide information for either an individual OR a
be named:
registered corporate agent, not both.
an individual (e.g. member,
• If using a registered corporate agent, the corporation must
manager, or any other individual)
have a current agent registration certificate on file with the
who resides in California with a
California Secretary of State as required by Section 1505.
physical California address; OR
• The foreign LP cannot act as its own agent.
a registered corporate agent
qualified with the California
Secretary of State.
2020 California Secretary of State
LP-5 Instructions (REV 12/2020)
bizfile.sos.ca.gov
• The complete street address is required, including the street
4a & b.
If Individual Agent:
name and number, city and zip code.
Enter the name of the initial agent
• Do not enter a P.O. Box address, an “in care of” address, or
for service of process and the
abbreviate the name of the city.
agent’s complete California street
address, city and zip code.
• The individual agent should be aware that the name and the
physical street address of the agent for service of process is a
If an individual is designated as
public record, available to all (as are all the addresses of the
the initial agent, complete Items 4a
foreign LP provided in filings.)
and 4b ONLY. Do not complete
Item 4c.
• Before a corporation is designated as agent for the foreign LP,
4c.
If Registered Corporate Agent:
that corporation must have a current agent registration
Enter the name of the initial
certificate on file with the California Secretary of State as
1505
stating the address(es) of the
registered corporate agent exactly
required by Section
as registered in California.
registered corporate agent and the authorized employees that
will accept service of process of legal documents and notices
If a registered corporate agent is
on behalf of the foreign LP.
designated as the initial agent,
• Advanced approval must be obtained from a registered
complete Item 4c ONLY. Do not
complete Items 4a and 4b.
corporate agent prior to designating that corporation as your
agent for service of process.
• No California or foreign corporation may register as a California
corporate agent unless the corporation currently is authorized
to engage in business in California and is in good standing on
the records of the California Secretary of State.
• Provide your Registered Corporate Agent’s exact name as
registered with the California Secretary of State. To confirm
that you are providing the exact name of the Registered
Corporate Agent, go to
https://businessfilings.sos.ca.gov/frmlist1505s.asp.
5.
• If you have more than one General Partner:
List the name and address of the
General Partner of the foreign LP.
Place the additional name(s) and address(es) on only
-
one side of a standard letter-sized piece of paper (8 1/2"
x 11") clearly marked as an attachment to Form LP-5 and
attach the extra page(s) to the completed Form LP-5.
All attachments are part of this document.
-
• Limited Partners names and addresses are not required.
These are public documents; do not include social security
numbers or other personal information.
6
Only check the box if the foreign LP is
registering as a Foreign Limited Liability
Limited Partnership.
Signature Form LP-5 must be signed by at least
Multiple Form LP-5s with different signatures will be
one of the general partners with
returned without being filed – use only one form.
authority to sign according to the laws
If you need more space for signatures:
of the state, foreign country or other
Place the additional signatures on only one side
-
place where the foreign LP is formed.
of a standard letter-sized piece of paper (8 1/2" x
11") clearly marked as an attachment to Form
LP-5 and attach the extra page(s) to the
completed Form LP-5.
All attachments are part of this document.
-
2020 California Secretary of State
LP-5 Instructions (REV 12/2020)
bizfile.sos.ca.gov
If a general partner is an entity, the entity's name must
be entered in Item 5 and the name and title of the
individual signing on behalf of the entity, as well as the
entity's name must be entered in Item 7.
If Form LP-5 is signed by a business entity as General
Partner, the person who signs on behalf of the entity
should note their name and position/title and the entity
name. Example: If a limited liability company ("Smith
LLC") is the General Partner, the signature of the person
signing on behalf of the Smith LLC should be reflected
as: Joe Smith, Manager of Smith LLC, General Partner.
If Form LP-5 is signed by a trust as General Partner, the
trustee should sign as follows: ________________ ,
trustee for __________ trust (including the exact name
of the trust and date of the trust, if applicable). Example:
Mary Todd, trustee of the Lincoln Family Trust (U/T
5-1-1994), General Partner.
If Form LP-5 is signed by an attorney-in-fact on behalf of
the general partner, the signature should be followed by
the words “Attorney-in-fact for (name of the general
partner).
If Form LP-5 is signed by any person other than the
general partner(s), the signature must be followed by the
words "signature pursuant to Section __________ "
identifying the appropriate statutory authority (Section
15902.05.)
Legal Authority: Statutory filing requirements are found in Section 15909.02. All statutory references are to the California
Corporations Code, unless otherwise stated. Note: Signing Form LP-5 constitutes an affirmation under penalty of perjury that
the facts stated in the document are true (Section 15902.08(b).)
Minimum Tax Requirement: Registered LPs in California may need to pay a minimum tax of $800 to the California
Franchise Tax Board each year (California Revenue and Taxation Code section 17935.) For more information, please refer
to the California Franchise Tax Board’s Guide for Corporations Starting Business in California (FTB Publication 1060) at
https://www.ftb.ca.gov/forms/misc/1060.html.
Additional Resources:
For a list of other agencies you may need to contact to ensure proper compliance, go to
www.sos.ca.gov/business/be/resources. Note: The California Secretary of State does not license foreign LPs. For licensing
requirements, please contact the city and/or county where the principal place of business is located and/or the state agency
with jurisdiction over the activities of the foreign LP.
2020 California Secretary of State
LP-5 Instructions (REV 12/2020)
bizfile.sos.ca.gov
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